par MyHotelMatch (isin : FR001400IE67)
MHM Corporate: announces the launch of a capital increase with preferential subscription rights for a maximum amount of approximately €1.1 million
MHM Corporate Press release This press release may not be published, distributed or disseminated, directly or indirectly, in or into the United Kingdom, the United States of America, Australia, Canada or Japan. MHM Corporate announces the launch of a capital increase with preferential subscription rights for a maximum amount of approximately €1.1 million
Paris, France – September 1st 2026, 20:00 – MHM CORPORATE (“MHM”) (i) announces the launch of a capital increase with preferential subscription rights (“DPS”), for a maximum gross amount of €1,109,287 (the “Operation”), by issuing up to 100,844,240 new shares at a subscription price of €0.011 per new share (the “Price”), on the basis of 28 preferential subscription rights (“DPS”) per existing share, each DPS giving the right to subscribe to 1 new share. The Operation may be increased by up to 15% in the event of oversubscription, i.e. up to a maximum of 115,970,875 new shares for a maximum gross amount of €1,275,680. Concomitantly with the settlement of the Operation, and making use of the early redemption clause provided for in the relevant agreements, the Company will proceed with the partial early redemption of the bonds redeemable in shares (“ORA”) held by Mr. Diede van den Ouden (ORA 1 and ORA 2) and by Tonner Drones (ORA 2), through the delivery of 22,000,000 new shares to each of them, i.e. 44,000,000 new shares in total (the “ORA Redemption”). Mr. Diede van den Ouden and Tonner Drones have each indicated their intention to support the Company over the long term, becoming supportive and strategic shareholders of the Company. “With the appointment of the new Board of Directors on 17 July 2026, MHM Corporate completed its restructuring — marking a fresh start for the Company. This capital increase is a decisive step: it provides the Company with fresh capital, and I am pleased with the continued support of our financial partners. The Operation is 100% guaranteed, which gives us a stable financial position going forward. In addition, the number of ORA outstanding will be reduced, as our financial partners have agreed to convert their ORA into shares — becoming strategic shareholders each holding a 15% stake,” said Rudie Reedijk, Chairman and CEO of the Company. Company's situation prior to the Operation Prior to the Operation, the Company's cash position stood at €50,037 as at 30 June 2026, the most recent available date. The Company's available cash remains very limited. In order to secure the Company's funding until completion of the Operation, the Company has obtained comfort letters from its principal creditors, Mr. Diede van den Ouden and Tonner Drones, agreed with the statutory auditors, together with short-term funding agreements intended to cover its cash needs as bridge financing pending completion of this capital increase. Objectives of the Operation The Operation, together with the ORA Redemption, will enable the Company to pursue the following objectives:
The net proceeds of the Operation are intended to be applied as follows:
The Company estimates that, following application of the net proceeds as set out above, its working capital statement will be positive over a horizon of approximately 12 months from the settlement date. Following the Operation, the Company will be in a stable financial position, ready to build a healthy business, well positioned for the future. The Company is currently working on defining its new strategy and, as of the date of this press release, has not identified any potential business activity. Share and DPS Codes Company LEI Code: 969500SYCOPKNKYE9T19 Listing location: Euronext Paris, Compartiment C Share label: MHM CORPORATE ISIN code of the share: FR001400IE67 Share mnemonic: MHM ISIN code of preferential subscription rights (DPS): FR001401ANO1 Nature and legal framework of the Operation Making use of the delegation granted pursuant to resolution No. 14 of the Company's combined general meeting of 2 February 2026, the Company's board of directors, at its meeting on 26 August 2026, decided to carry out a capital increase with maintenance of the DPS and the concomitant partial early redemption of the ORA, the terms of which are detailed in this press release. Number of shares to be issued The maximum total number of new shares to be issued under the Operation, with a nominal value of €0.011 each, amounts to 100,844,240 (or up to 115,970,875 in the event the extension clause described below is exercised in full), at a unit subscription price of €0.011, i.e. maximum gross issue proceeds of €1,109,287 (or up to €1,275,680 with the extension clause). In addition, and concomitantly with the settlement of the Operation, 44,000,000 new shares will be issued to Mr. Diede van den Ouden and to Tonner Drones as partial early redemption of their ORA, as described above. These shares are issued pursuant to the ORA agreements and not pursuant to the DPS, and will be issued at the same price as the Operation, i.e. at par value (€0.011 per share). This number of shares was determined in consideration of the number of shares of the Company currently in circulation, i.e. 3,601,580 shares as of the date of this press release. Subscription price The unit subscription price of a new share is €0.011, and must be fully paid up upon subscription. The subscription price shows a discount of 94.16% compared to the closing price of the MHM Corporate share on 25 August 2026 (€0.1885), being the last trading session preceding the setting of the issue price by the board of directors. This discount level reflects the Company's specific situation: the Company has had no operating activity since the disposal of its former subsidiaries at the end of 2024, has recorded successive losses, and its capital structure has been significantly affected by accumulated losses. The price was set at a level considered necessary by the board of directors to secure the success of the Operation, which the board considers essential to the Company's continued financial stability, and is consistent with discount levels observed in comparable capital increases carried out by other French small-cap issuers in financial difficulty. For information purposes, on the basis of the closing price of 1 September 2026 (€0.1785), the theoretical ex-rights price (TERP) would be €0.0168, calculated as (3,601,580 existing shares × €0.1785 + 100,844,240 new shares × €0.011) / (3,601,580 + 100,844,240 shares). On this basis, the Price represents a discount of approximately 34.4% to the TERP. The theoretical value of the 28 DPS attached to one existing share would be €0.1617 (the difference between the closing price and the TERP), representing a theoretical value per individual DPS of approximately €0.0058. This individual DPS value reflects the Company's choice to allocate 28 DPS per existing share, rather than a single DPS per share with a parity of 28 new shares for 1 DPS, so that each individual DPS remains a small, tradable unit; the aggregate theoretical value attached to one existing share is unaffected by this choice. These figures are indicative and will be recalculated on the basis of the official closing price of the Company's share on the trading session preceding the setting of the definitive terms of the Operation by the board of directors. Terms of the capital increase Share capital before the Operation The share capital of MHM Corporate is composed of 3,601,580 shares, fully subscribed and paid up, with a nominal value of €0.011 each, i.e. a share capital of €39,617.38. By decision of the board of directors of 26 August 2026, the nominal value of the shares was reduced from €0.0125 to €0.011 by way of set-off against prior losses, so as to align it with the Price. This reduction was announced by press release on 26 August 2026. Subscription opening and closing dates Subscription to the new shares will be open from 8 September 2026 to 18 September 2026 inclusive. Preferential subscription right The subscription of new shares is reserved, by preference, for existing shareholders, as well as transferees of DPS, who may subscribe on an irreducible basis. Shareholders who do not hold, by virtue of their irreducible subscription, a sufficient number of old shares or DPS to obtain a whole number of new shares may buy or sell the number of DPS allowing them to reach the multiple leading to a whole number of new shares. A right to subscribe to shares on a reducible basis is hereby established for the benefit of shareholders and transferees of DPS, which will be exercised in proportion to their preferential rights actually exercised and within the limit of their requests. Subscriptions will be satisfied in the following order of priority: first, subscriptions made on an irreducible basis (à titre irréductible); then, for any new shares not subscribed on an irreducible basis, subscriptions made on a reducible basis (à titre réductible), allocated in proportion to the DPS actually exercised and within the limit of requests made; and finally, where applicable, free subscriptions (souscription à titre libre) pursuant to Article L. 225-134 of the French Commercial Code. The board of directors, or the Chief Executive Officer acting under sub-delegation, will determine the final allocation among these categories once the results of the subscription period are known. The DPS will be detached on 3 September 2026 for the benefit of holders of existing shares recorded in their securities account at the end of the accounting day preceding that date, at the rate of 28 DPS per existing share of the Company. They will be listed and traded on Euronext Paris, under the ISIN code FR001401ANO1, from 4 September 2026 to 16 September 2026 inclusive. The funds paid in support of the subscriptions will be centralized by CIC Corporate & Institutional Banking, which will be responsible for establishing the certificate of deposit of funds recording the completion of the capital increase and the issue of the new shares. Subscription terms for non-shareholder investors of MHM Corporate Any investor who is not a shareholder of MHM Corporate can subscribe in two ways:
Characteristics of the new shares The new shares, which will be subject to all statutory provisions, will be created with current enjoyment. They will be assimilated to the old shares upon their issue and will be admitted to trading on Euronext Paris, Compartiment C, on the same listing line as the existing shares. Settlement-delivery and admission of the new shares (including the shares issued pursuant to the ORA Redemption) to Euronext Paris are scheduled for 25 September 2026. Indicative timetable for the Operation
Guarantee and subscription commitments The Operation is not subject to a performance guarantee within the meaning of Article L. 225-145 of the French Commercial Code. Trading in the new shares will therefore only begin after the settlement-delivery operations have been completed and the depositary's certificate has been issued. The Company has, to date, received subscription commitments covering the entirety of the Operation, including in particular the following commitments, each representing more than 5% of the amount of the Operation:
These subscription commitments are given on a free (non-priority) basis, within the meaning of Article L. 225-135 of the French Commercial Code, and do not benefit from any priority in the allocation of shares relative to other subscribers. The four investors referred to above, who together underwrite approximately 90% of the Operation, are not affiliated with Mr. Diede van den Ouden and/or Tonner Drones. All four are established within the European Union (the Netherlands and Cyprus); given the Company's absence of operational activity and the absence of any activity in a sector regulated under French foreign investment control rules, the Operation does not raise any foreign investment screening issue. Notwithstanding the potential shareholding of these investors following the Operation, there will be no change to the composition of the Company's board of directors as a result of the Operation. Distribution of share capital For indicative purposes and to the Company's knowledge, the distribution of the Company's share capital and voting rights, before the Operation, after the capital increase alone (100%, excluding exercise of the Extension Clause), and after the capital increase together with the ORA Redemption, would be as follows, assuming the Operation is subscribed in accordance with the subscription commitments received (i.e. that existing shareholders do not otherwise participate):
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